Three Hours in San Francisco
by secondmezzanine
Summary: What happened in the three hours after Barney came to see Lily in San Francisco, before he had to catch his flight? Friendship Lily/Barney, implied Lily/Marshall, very very minor Barney/Robin.


**Disclaimer**: Sadly, I own nothing.  
**Summary**: What happened in the three hours after Barney came to see Lily in San Francisco, before he had to catch his flight?

_**Three Hours in San Francisco**_

___"Yeah, yeah, yeah, Barney, what are you doing here, I can't believe it's really you, come in, have a seat, do you want some tea, I know the apartment's small but I don't need much space, let me show you some of my paintings, I think it's some of my best work ever just STOP it. Lily, you have to come home. You and Marshall belong together. The two of you have something that most people search their whole lives for and never find. I know you love him and if you knew what he was going through right now you wouldn't be here for one more second. I bought you a ticket home. Marshall is one of the best people I know and it won't be long before someone else realizes that and you'll lose him forever. I can't stand the thought of that happening and I cannot keep stealing chicks from him forever. Never ever tell anyone I was here; I will deny it tooth and nail, this trip never happened._

_Hey, if you had three hours to kill before your flight, what would you do, Alcatraz, or Fisherman's Wharf?"  
_  
After Barney closes the door of her tiny studio apartment in San Francisco, it takes Lily a full minute to come to her senses. She just stands there, holding the plane ticket he bought her, trying to make sense of this splash of color that has suddenly marked the endless days of painting, sleeping, and loneliness in California. Then she shoves the envelope in her back pocket and runs after him.

He's already down the stairs and halfway down the block when she catches up to him, breathless. "Barney. Barney, wait. You aren't really going to leave without talking about this, are you?" She catches his coat in her hand and he turns.

"Come on, Lil," he says, and grins. "Let's not make a thing of this."

Lily looks at him for a second, standing so casually on the sidewalk here on the other side of the country with his hands in his pockets and a cocky half-smile on his face. And out of nowhere, she's crying. She throws her arms around his waist, presses her face into his tie and lets the sobs she's been suppressing all summer fall onto his chest. "Barney, I screwed up," she finally chokes out.

He lets out a long breath and wraps his arms around her. "It's gonna be okay," he says. They stand that way for a minute, until her breathing slows and she relaxes her grip on him. He touches her hair. "Hey, this is new."

Lily nods against his tie. "Yeah, I… decided to give being a brunette a try." She drops her arms and wipes the tears from her cheeks.

Barney puts his arm around her shoulders. "Well, I like it. Come on. I've got three hours. Let's take a walk." She nods.

She lives near Chinatown, so she takes him to Grant Avenue and they push through crowds of tourists and look at the calligraphy signs, street lamps entwined with dragons, porcelain and furniture shops and street vendors. They don't talk for awhile, just walk beside each other and listen to the sounds of the street. She wants to ask him about everything, about Robin and Ted and New York but mostly about Marshall. If he misses her. If he hates her. If he still loves her (he must, right? He must). But she can't say anything yet. She just wants to pretend everything's okay, that Barney is just here visiting because he's one of her best friends and there's nothing else hanging over this situation, no broken hearts or unspoken words, because everything's _fine_.

"So," Barney says. He leans over a table of trinkets on the street. "I guess you want to know how Marshall's doing."

Lily looks away and crosses her arms. "No." She shakes her head, fixes her eyes on awning with Chinese characters painted on it across the street. "Yes… no. Yes, tell me."

"He—"

"No. Don't. I don't want to hear it." Lily looks down at the trinkets he's poring over. She picks up a beaded bracelet and fiddles with it. "It doesn't matter."

"It doesn't matter," Barney repeats. He snorts. "You haven't had to listen to him. His voice has been permanently set on _whine_ since the day you—well. You know. Anyway, trust me, it hasn't been pretty."

She winces. "I said don't tell me."

Barney shrugs. He scrunches his nose and forehead, and for a moment, he looks older, older than the few years he has on her. He begins walking again and Lily catches up to him.

"Barney." She shoves her hands in her pockets and looks down at her shoes as they walk. "Are you mad at me?"

He smiles at her then. "That depends. Are you going to use that ticket I bought you, or not?"

Lily bites her lip.

He takes her shoulder to stop her. "You know you made a mistake. Why are you even hesitating?"

"Come on, Barney!" she says. "It's not that easy. There's still a couple weeks left in my program and anyway… Marshall… Marshall must hate me."

"So?"

"So Marshall must hate me!"

"Look, Lil, I may not know a lot about love, but I do know that just because people are mad at you doesn't mean they can't still love you." He raises his eyebrows and shrugs.

Lily can't think of anything to say for a moment.

"Just ask that flight attendant I met last week," he says with a grin, lightening the moment, and she shakes her head, trying not to smile.

"Fine, but… are _you_ mad, Barney?"

"Mad that you've turned Marshall into a sniffling little girl? A little, yeah."

Lily steps around him and looks at the flowers the vendor is displaying. She touches the petals on a bouquet of white lilies. "Marshall aside. I just mean… as a friend."

Barney leans against the display. "Well… you did leave without saying goodbye." He laughs a little as he says it, but it's still hard to hear.

"I'm sorry."

"Don't be sorry. Just stop being an idiot, okay? Come home." Barney turns to the vendor and asks him something in an Asian dialect Lily can't identify. He and the vendor appear to haggle for a moment, and then Barney slips the man a few dollars and picks up the bouquet of white lilies that Lily is touching. "Here," he says. "Cheer up. You're beginning to look like Marshall, and you both need a personality transplant. Without you two, all I have is Ted and Robin. And these days Ted's all disgustingly in love, which believe me, is far worse than seeing you and Marshall attached at the hip, and Robin's just—well. She's a little less like Robin and a little more like Ted."

Lily takes the flowers and hides her smile by pressing her nose into them. "What, no laser tag nights anymore?"

He snorts. "Whatever. Come on. I've got a plane to catch. And flight attendants to corrupt. Let's go."

They make their way through the crowds without talking, and head for the entrance where they came in to Grant Avenue. When they reach Lily's neighborhood again, a cab drives by and Barney flags it down. "I should get back to the airport," he says, a little awkward. He looks around, pats his jacket pocket to ensure he has his wallet, and clears his throat.

Lily catches his eye and smiles. "So… thanks for coming."

"I meant what I said, you know."

"Which part?"

"Never, ever tell anyone I came to see you. I have a reputation to maintain."

"Right." She rolls her eyes and reaches in to her back pocket to pull out the ticket. "But listen, Barney, about this… you didn't have to…"

"Forget it," he interrupts. "Just remember what I said. Stop being an idiot. Come home. Okay?"

Lily swallows, looks at her feet, and gives him a half-nod.

"_Okay_?" he repeats.

Lily opens the envelope and touches the spot where the print says _New York_. She feels her heart speed up a little at the somewhat-frightening prospect of—well, everything, returning to the city, her _home_ city, seeing her friends, seeing _Marshall_. She returns the envelope to her pocket and looks at him, smiling. Barney looks stern, even a little bossy, and suddenly she drops the flowers and throws her arms around him again, laughing, feeling freer than she has in months.

Barney freezes for a second before returning the embrace.

"Okay," she says, not letting him go. "I promise."

Barney disentangles himself from her and opens the cab door. He fixes her with another stern look before giving her shoulders a squeeze and pressing a kiss to the top of her head. "I'm holding you to that, Aldrin," he says. He lets her go and a second later is in the cab, driving away.

Lily stands on the sidewalk for a moment, waving. She laughs to herself as she reaches down to pick up the bouquet of lilies from the sidewalk. She says it again, under her breath, just for herself.

_"I promise."_


End file.
